Business Continuity

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Western Reserve Partners maintains a business continuity plan (the “Plan”). We are required (under FINRA Rule 4370(e)) to disclose to our customers and potential customers how our Plan addresses the possibility of a future significant business disruption and how we plan to respond to events of varying scope. Clients should understand that because the Plan contains confidential details and proprietary information, it cannot be distributed outside of the firm. The Plan undergoes regular review and assessment and is therefore subject to modification.

The Plan attempts to continue critical operations if an event were to occur that would impact the firm’s business locations or systems. The Plan anticipates a variety of significant business disruptions and the actions Western Reserve Partners would take in the event of a building, citywide or regional incident. The Plan recovery provision depends on the severity of the disruption, and involves the possible relocation of personnel to a back up facility as well as the transfer of technological data processing to an alternative location.

To give clients a sense of the recovery time objectives for mission critical business resumption, the Plan calls for one to three weeks for most disruptions. We stress that these recovery time frames are objectives and may be negatively impacted by circumstances beyond our control.

Representative Transactions

ESSCO Inc. (portfolio company of MCM Capital Partners)

Western Reserve served as the exclusive investment banker to MCM Capital Partners in the firm’s sale of ESSCO, the leading distributor of floor care products to independent storefront and internet retailers in the United States. ESSCO was acquired by Cardinal Equity Partners, an Indianapolis-based private equity firm.

Founded in 1924 and based in Twinsburg, Ohio, ESSCO distributes over 12,000 SKUs of floor care cleaning equipment and consumable parts, including products from Hoover, Kirby, Bissell, Oreck and Panasonic. ESSCO’s unique nationwide distribution network allows it to provide time sensitive floor care retailers with the fastest lead times and broadest product selection in the industry. ESSCO is also a leading provider of drop ship services for specialty floor care internet retailers and internet order fulfillment services for mass merchant retailers.

Leading the transaction for Western Reserve was Managing Director David Dunstan, Vice President Andrew Male and Analyst Jessica Fleck. Western Reserve also represented ESSCO in its original sale to MCM Capital Partners in 2005.

“Western Reserve is proud to have represented ESSCO in its sale first to MCM and now to Cardinal,” said Mr. Dunstan. “ESSCO has built the leading nationwide distribution platform and an exceptional management team under MCM’s guidance. The company, now the well entrenched market leader, is exceptionally well positioned for future growth.”

Steve Ross, Managing Director and Partner of MCM Capital Partners, said of Western Reserve’s involvement, “The Western Reserve team executed a highly efficient process that allowed MCM to realize an excellent return for its shareholders and find an ideal partner for ESSCO’s management team and employees going forward.”

ESSCO Chief Executive Officer Tom Bianco said, “Western Reserve’s assistance was critical for our management team throughout the sale process. Our team is excited to be partnering with Cardinal Equity Partners as we continue to develop new and innovative ways to best service the floor care industry.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Island One, Inc.

Western Reserve acted as financial advisor to Island One, Inc. in its reorganization by Timeshare Acquisitions LLC.

Island One, based in Orlando, Florida, is one of the largest privately-held timeshare developers in the U.S. At the time of the transaction, the company had grown from a single site to an organization that had acquired, developed and re-developed nine properties in Florida and the U.S. Virgin Islands. Island One’s affiliate, Club Navigo, allowed customers to gain access to a larger network of 29 affiliate resorts.

Initially engaged in 2009, Western Reserve represented Island One in a pre-bankruptcy recapitalization process and eventually a Chapter 11 bankruptcy case. During bankruptcy, Western Reserve executed both a bankruptcy recapitalization process and a fee for service sale process, producing the chosen reorganization partner, Timeshare Acquisitions LLC. Timeshare Acquisitions LLC is a holding company owned and formed by a hedge fund to acquire the reorganized equity interest in Island One. Western Reserve collaborated with the existing creditors and the reorganization partner to develop an innovative solution that was satisfactory to the bankruptcy court. Island One retained operation of its eight resorts in Florida and divested of certain other inventory and assets, and the company’s executive team remained intact.

Deborah Linden, Board Co-Chair of Island One, said, “Western Reserve was instrumental in finding and maintaining the interest of a capital partner that understands the industry and can integrate and implement our growth strategy. For the past 20 months, the team has provided great service and advice, helping our company to arrive at the best possible outcome for all vested parties. We are now financially and structurally well-positioned to capitalize upon a very deliberate strategy for growth.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Simbionix USA Corporation

Western Reserve acted as exclusive financial advisor to Simbionix USA Corporation in its September 2008 $7 million private placement of Series C Convertible Preferred Stock. The lead investor was River Cities Capital Funds, and co-investors included Early Stage Partners LLC, a current Simbionix shareholder.

Simbionix, headquartered in Cleveland, Ohio, is the world’s leading provider of innovative and effective virtual reality simulation products and solutions for clinical education and training of medical professionals. The company’s products, which are protected by 20 global patents and pending and provisional applications, accelerate best-practice medical training, advance clinical performance and improve patient safety. In addition to its Cleveland operations, Simbionix has a world-class R&D facility in Lod, Israel and e-learning operations in Denver, Colorado.

River Cities Capital Funds, based in Cincinnati, Ohio, is one of the most active and experienced venture funds investing in the Midwest and Southeastern U.S. Early Stage Partners, based in Cleveland, Ohio, provides venture capital financing to the Midwest’s most promising early stage technology companies.

Simbionix Chief Executive Officer Gary Zamler said, “We cannot be more pleased with Western Reserve’s thoughtful advice in structuring the transaction and best approach to the market. Their effort in arranging this financing in a very difficult market was outstanding. We look forward to a long relationship with Western Reserve as we execute our strategic plan.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Osmose Holdings, Inc.

Western Reserve served as the exclusive investment banker to Osmose Holdings, Inc. in its sale to funds managed by Oaktree Capital Management, L.P. Western Reserve also rendered a fairness opinion to the Board of Directors of Osmose in connection with the transaction.

Founded in 1934 and based in Buffalo, New York, Osmose operates in three business segments:

Oaktree, headquartered in Los Angeles, California, is a leading global investment management firm focused on alternative markets, with $77.9 billion in assets under management as of March 31, 2012.

James Spengler, President and Chief Executive Officer of Osmose, will continue to serve in the same capacity along with Osmose’s existing management team. “Osmose has built very strong brand recognition and a solid reputation for innovative products and services, excellent customer service, best in class safety performance and good growth prospects across all its business segments which attracted Oaktree to seek a partnership with management to pursue strategic growth plans. Oaktree can provide substantial additional resources and is committed to investing in Osmose to help us expand our product and service offerings and to better meet and exceed our customers’ expectations,” said Mr. Spengler.

Ian Schapiro, Oaktree Managing Director, said, “We are delighted to have the opportunity to invest in Osmose and to provide the Company with additional resources and capabilities to expand its product and service offerings, invest in additional research and development, and deliver superior customer service. We look forward to working with Osmose’s world-class management team to continue to build on the Company’s success.”

Leading the transaction for Western Reserve were Managing Directors Ralph Della Ratta and Joseph Carson, supported by Vice President Rebecca White, Associate David Helsel and Analysts Courtney Downs and Matthew Francati.

“Osmose and Oaktree are leaders in their respective fields, and we are honored to have worked with such fine organizations,” said Mr. Della Ratta. “We look forward to watching Osmose take its success to the next level with the help of a financial partner.”

Of working with Western Reserve, Mr. Spengler said, “Western Reserve provided tremendous support and guidance throughout the transaction. They had a nuanced understanding of the deal’s complexities and impartially advised Osmose’s Board each step of the way. Our shareholders recognize the value that Western Reserve added and thank them for their unwavering dedication.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Western Reserve served as the exclusive investment banker to Avtron Industrial Automation Inc. (“AIA”), a portfolio company of Morgenthaler Private Equity (“Morgenthaler”), in its sale to Nidec Corporation (“Nidec”). The transaction closed on September 28, 2012 and was led by Managing Director Joseph Carson and Vice President Matthew Mueller of the Industrial Group, supported by Associate Matthew Reus and Analyst Gregory Hill. Previously, Western Reserve represented Avtron in its original sale to Morgenthaler in 2007.

Headquartered in Independence, Ohio, AIA is a leading provider of highly engineered control and automation solutions for heavy industries where operational uptime and throughput are critical to customers’ profitability. The company’s encoder products, drive systems solutions and service offerings are key components for the precise control of the motion of heavy industrial equipment. Applications include: oil and gas drilling rigs, port cranes and hoists, mining shovels and draglines, maritime vessel propulsion systems and continuous mill machinery such as steel rolling mills and paper machines.

“We were delighted to represent AIA’s shareholders and to work with the management team on this transaction,” said Mr. Carson. “With Morgenthaler’s backing, AIA has achieved a strong record of growth and developed a market leading position in industrial encoder products and drive system solutions. The combination with Nidec represents a powerful partnership and is a great outcome for both companies.”

Dennis Anderson, AIA’s President, stated, “Western Reserve’s strategic direction was critical for our management team in navigating the sale process, which resulted in the right strategic partner for us. We are excited to combine our deep engineering expertise and North American market presence with Nidec’s operations and global reach.”

Of working with Western Reserve, Peter Taft, Partner at Morgenthaler Private Equity, said, “We are very pleased with the guidance Western Reserve provided us in executing this transaction. Their expertise and dedication to consummating the transaction resulted in a very favorable outcome.”

Morgenthaler is a leading private equity and venture capital firm with nearly $3 billion under management. For over 40 years, the firm has dedicated to helping build value in more than 300 companies. With private equity locations in Cleveland, OH, and Boston, MA, Morgenthaler focuses on the lower-middle market with transaction values between $25 – $150 million and EBITDA in excess of $5 million. The private equity firm makes investments in profitable, family and entrepreneur businesses and corporate divestitures in two sectors: highly-engineered manufacturing and business services.

Founded in 1973, Nidec is a manufacturer and distributor of electric motors and related components and equipment with headquarters in Kyoto, Japan. The company provides discrete and variable speed motors and pumps, electronic motor controls and other electronic components. Nidec comprises over 160 consolidated and affiliated subsidiaries, with over 100 manufacturing and sales locations in 24 countries with more than 105,000 employees.

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

The SpyGlass Group, Inc.

Western Reserve Partners served as the exclusive investment banker to The SpyGlass Group, Inc. in its recapitalization by an investor group led by Crane Investment Company. The transaction was led by Managing Director David Dunstan, Director Charles Aquino and Vice President Andrew Male of the firm’s Business Services and Consumer group, who were supported by Analyst Courtney Downs.

SpyGlass is a leading provider of niche telecommunications expense management services. Headquartered in Westlake, Ohio, the Company’s services include audit and implementation of telecom expense savings opportunities such as recovery of funds paid in error, elimination of unnecessary services and improvement of provider cost structures. SpyGlass serves a diverse range of customers, including private sector businesses of all sizes, government agencies, educational institutions and healthcare facilities.

Co-Chief Executive Officers Bradley Clark and Edward DeAngelo will remain significant shareholders in the company and continue to serve in the same capacity along with the existing management team. “Our team is thrilled to be partnering with Crane Investment Company as we continue to invest in the business and execute our long term growth strategy,” said Mr. DeAngelo.

“It was a pleasure to represent SpyGlass on this transaction,” said Mr. Dunstan. “SpyGlass is well positioned for continued growth given its unique sales model, compelling value proposition and proven ability to penetrate new markets.”

Mr. Clark said, “Western Reserve’s assistance and advice were critical in finding the right partner and navigating through the process. Their team’s expertise, responsiveness, perseverance and creativity allowed us to achieve a very favorable outcome for the company, our employees and our customers.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Molina Healthcare, Inc.

Western Reserve served as a co-advisor and placement agent to Molina Healthcare, Inc. (NYSE: MOH) in its sale and lease back of its corporate headquarters in Long Beach, California and satellite office in Columbus, Ohio. Molina closed the transaction on June 13, 2013, conveying both properties to AG Net Lease Acquisition Corp., the dedicated net lease group of Angelo, Gordon & Co., for $158.6 million in proceeds. The transaction was led by Managing Director Victor Faris, supported by Associate Matthew Reus and Analyst Andrew Foster.

Molina Healthcare, Inc., a FORTUNE 500 company, provides quality and cost-effective Medicaid-related solutions to meet the health care needs of low-income families and individuals and to assist state agencies in their administration of the Medicaid program. Molina’s licensed health plans in California, Florida, Michigan, New Mexico, Ohio, Texas, Utah, Washington, and Wisconsin currently serve approximately 1.8 million members, and Molina’s subsidiary, Molina Medicaid Solutions, provides business processing and information technology administrative services to Medicaid agencies in Idaho, Louisiana, Maine, New Jersey, and West Virginia, and drug rebate administration services in Florida. More information about Molina Healthcare is available at www.molinahealthcare.com.

“We were delighted to represent Molina and to work with McKinney Advisory Group and Molina’s management team on this transaction,” said Mr. Faris. “This partnership allowed Molina to cost-effectively monetize the value of its real estate and is a great outcome for both parties.”

“We thoroughly enjoyed working with Western Reserve Partners, McKinney Advisory Group and Molina on this sale lease back. We look forward to a long and mutually beneficial relationship with all of the involved parties,” said Fort Parker, a Director at Angelo, Gordon & Co.

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others. The testimonials are not paid and are not indicative of future performance or success.

Fire-Dex, Inc.

Western Reserve acted as exclusive financial advisor to Fire-Dex, LLC in its recapitalization with Peninsula Capital Partners L.L.C. This transaction represented the firm’s second engagement by Fire-Dex, as Western Reserve assisted the company in its 2007 recapitalization by Brown Brothers Harriman and StoneCreek Capital.

Headquartered in Medina, Ohio, Fire-Dex, LLC is one of North America’s largest and fastest growing manufacturers of turnouts and related gear for firefighters, consistently recognized for its superior customer service and a high quality, broad product line. The Company manufactures and supplies custom fire fighting turnouts, EMS, search and rescue, wild lands and proximity apparel, as well as gloves, hoods, boots and accessories throughout the United States, Canada and South America.

As a result of the transaction, Fire-Dex provided liquidity to its previous junior capital providers and facilitated continued growth of the business with a new financial partner, Peninsula Capital Partners L.L.C. (“Peninsula”) through its Peninsula Fund V L.P., which provided subordinated debt and preferred equity.

JPMorgan Chase Bank provided the senior secured credit facility. The recapitalization was structured to allow Bill Burke, Chairman and majority shareholder, to acquire an increased equity ownership position and provide a strong financial partner to facilitate the continued growth of the business.

Mr. Burke said, “Western Reserve ultimately delivered significant value to Fire-Dex’s shareholders. Their knowledge of our industry and attention to detail at every stage were essential to achieving an outcome much better than I had anticipated at the outset of the process. We are now well-positioned with a strong financial partner to capitalize upon our growth strategy.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Founded in 1989 and headquartered in Charlottesville, Virginia, Quad-C is a private investment firm investing in well-established middle market businesses. Quad-C professionals act as the corporate development partners for their portfolio companies to assist in taking the business to the next level. The transactions provide liquidity for owners, capital for corporate growth and significant equity opportunities for key members of management. They provide long-term, patient capital and seek to build value over a number of years, not overnight.

“I am thrilled that our recapitalization with Quad-C will enable us to continue providing our customers with the highest quality products and customer service they have come to expect from InterWrap, while aggressively pursuing growth opportunities to expand our business,” said Dave Shokar, co-owner of InterWrap.

Of working with Western Reserve, Rob Milne, the other co-owner of InterWrap, said, “Western Reserve did an exceptional job providing us with insight and quality advice throughout the process. Their support and guidance was integral to the successful completion of this transaction. Dave and I recognize the value that Western Reserve added and thank them for their unwavering dedication.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

Exxel Outdoors, LLC

Western Reserve advised Exxel Outdoors in its acquisition of American Recreation Products (“ARP”) from the Kellwood Company, a portfolio company of Sun Capital Partners, Inc. Western Reserve also advised Exxel on financing the transaction: senior debt from Wells Fargo Bank and mezzanine debt from Pathlight Capital.

ARP, headquartered in Boulder, Colorado, is home to a collection of the most well-known and innovative outdoor industry brands, offering a wide variety of technical and lifestyle equipment, apparel, and accessories to compliment any outdoor pursuit. American Rec’s family of brands includes Kelty, Sierra Designs, Slumberjack, Wenzel, Ultimate Direction, Mountain Trails, and Instabed. Its products are sold through sporting goods stores and outdoor specialty stores, as well as through mail order and the internet.

Harry Kazazian, Chief Executive Officer at Exxel said, “The team at Western Reserve Partners worked hand-in-hand with us during every stage of this deal: approaching the seller, negotiating the purchase, securing the bank debt, securing the mezzanine debt, structuring the equity, and refining the legal documents. They committed themselves 100% to our success.”

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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.The testimonials are not paid and are not indicative of future performance or success.

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WESTERN RESERVE PARTNERS, a division of Citizens Capital Markets, Inc., provides M&A, capital raising and other financial advisory services to middle market companies across a focused set of industry verticals. We deliver thoughtful advice, keen market insight and superior execution to our clients, both nationally and internationally, and our managing directors average nearly 30 years of experience and have directly executed more than 600 transactions throughout their careers.

Western Reserve Partners is a part of Citizens Financial Group, one of the oldest and largest financial institutions in the U.S. Also, as a member of Oaklins, the world’s most experienced mid-market M&A advisory organization, Western Reserve Partners has unparalleled access to global companies and investors.